UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 12, 2012
Farmer Bros. Co.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-34249 | 95-0725980 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
20333 South Normandie Avenue, Torrance, California |
90502 | |
(Address of Principal Executive Offices) | (Zip Code) |
(310) 787-5200
(Registrants telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 7.01. | Regulation FD Disclosure |
On January 12, 2012, Jeffrey A. Wahba, Interim Co-Chief Executive Officer, Chief Financial Officer and Treasurer of Farmer Bros. Co. (the Company) and Patrick G. Criteser, Interim Co-Chief Executive Officer of the Company and President and Chief Executive Officer of Coffee Bean International, Inc., the Companys wholly owned subsidiary, made a presentation at the 14th Annual ICR Exchange Conference. The slides used in this presentation are attached as Exhibit 99.1 to this Current Report on Form 8-K. Additionally, both the presentation slides and the audio portion of the presentation are posted on the Investor Information subpage of the Companys website at www.farmerbros.com. The audio portion of the presentation will be available for replay on the Companys website until January 26, 2012. The Company expects to use these slides, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others during fiscal 2012.
By filing this report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.
The investor presentation slides include financial information not prepared in accordance with generally accepted accounting principles (Non-GAAP Financial Measures).
A reconciliation of the Non-GAAP Financial Measures included in the slides to financial information prepared in accordance with generally accepted accounting principles (GAAP), as required by Regulation G, appears as Exhibit 99.2 to this Current Report on Form 8-K.
The Company is providing disclosure of the reconciliation of reported Non-GAAP Financial Measures used in the investor presentation slides, among other places, to its comparable financial measures on a GAAP basis. The Company believes that these non-GAAP Financial Measures serve as appropriate measures to be used in evaluating the performance of its business.
The information contained in the slides is summary information that is intended to be considered in the context of the Companys Securities and Exchange Commission (SEC) filings and other public announcements that it may make, by press release or otherwise, from time to time. The Company cautions you that certain statements contained in the presentation attached hereto as Exhibit 99.1, including, but not limited to, statements regarding the development and growth of our business, our intent, belief or current expectations, primarily with respect to future operating performance and the products and services we expect to offer and other statements contained therein regarding matters that are not historical facts are forward-looking statements within the meaning of federal securities laws and regulations. These statements are based on managements current expectations, assumptions, estimates and observations of future events and include any statements that do not directly relate to any historical or current fact. These forward-looking statements can be identified by the use of words like anticipates, feels, estimates, projects, expects, plans, believes, intends, will, assumes and other words of similar meaning. Owing to the uncertainties inherent in forward-looking statements, actual results could differ materially from those set forth in forward-looking statements. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. Users should not place undue reliance on the forward-looking statements, which speak only as of the date of the presentation. The Company undertakes no obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the federal securities laws. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, our ability to successfully integrate the CBI and DSD Coffee Business acquisitions, fluctuations in availability and cost of green coffee, competition, organizational changes, the impact of a weaker economy, business conditions in the coffee industry and food industry in general, our continued success in attracting new customers, variances from budgeted sales mix and growth rates, weather and special or unusual events, and changes in the quality or dividend stream of third parties securities and other investment vehicles in which we have invested our assets, as well as other risks described from time to time in our filings with the SEC.
In accordance with General Instruction B.2 of this Current Report on Form 8-K, the information presented herein shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K. The furnishing of the slides is not intended to constitute a representation that such furnishing is required by Regulation FD or that the slides include material investor information that is not otherwise publicly available.
Use of our Website to Distribute Material Company Information
The Companys website address is www.farmerbros.com. The Company uses its website as a channel of distribution of important company information. Important information, including press releases and financial information regarding the Company, is routinely posted on and accessible on the Investor Information subpage of the Companys website, which is accessible by clicking on the icon at the bottom of the Companys home page labeled Investor Info on the Companys website home page. The Company also uses its website to expedite public access to time-critical information regarding the Company in advance of or in lieu of distributing a press release or a filing with the SEC disclosing the same information. Therefore, investors should look to the Investor Information subpage of the Companys website for important and time-critical information. Visitors to the Companys website can also register to receive automatic e-mail notifications alerting them to new information made available on the Investor Information subpage of the Companys website.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
99.1 | Investor Presentation Slides in use beginning January 12, 2012 | |
99.2 | Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 18, 2012
FARMER BROS. CO. | ||
By: | /s/ JEFFREY A. WAHBA | |
Name: | Jeffrey A. Wahba | |
Title: |
Interim Co-Chief Executive Officer, Chief Financial Officer and Treasurer |
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 |
Investor Presentation Slides in use beginning January 12, 2012 | |
99.2 |
Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures |
INVESTOR
PRESENTATION JANUARY 2012
Exhibit 99.1 |
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
2
Certain
statements
contained
in
this
presentation,
including,
but
not
limited
to,
statements
regarding
the
development and growth of our business, our intent, belief or current
expectations, primarily with respect to future operating
performance and the products and services we expect to offer and other statements contained
herein
regarding
matters
that
are
not
historical
facts
are
forward-looking
statements
within
the
meaning
of
federal
securities
laws
and
regulations.
These
statements
are
based
on
managements
current
expectations,
assumptions, estimates and observations of future events and include
any statements that do not directly relate to any
historical
or
current
fact.
These
forward-looking
statements
can
be
identified
by
the
use
of
words
like
anticipates,
feels,
estimates,
projects,
expects,
plans,
believes,
intends,
will,
assumes
and
other words of similar meaning.
Owing to the uncertainties inherent in forward-looking statements,
actual results
could
differ
materially
from
those
set
forth
in
forward-looking
statements.
A
forward-looking
statement
is neither a prediction nor a guarantee of future events or
circumstances, and those future events or circumstances may not
occur. Stockholders and other readers should not place undue
reliance on the forward- looking
statements,
which
speak
only
as
of
the
date
of
this
presentation.
The
Company
undertakes
no
obligation
to update or alter any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by the federal securities laws. Factors that could cause actual results to differ
materially from those in forward-looking statements include, but
are not limited to, our ability to successfully integrate the
CBI and DSD Coffee Business acquisitions, fluctuations in availability and cost of green coffee,
competition, organizational changes, the impact of a weaker economy,
business conditions in the coffee industry and food industry in
general, our continued success in attracting new customers, variances from budgeted sales
mix
and
growth
rates,
weather
and
special
or
unusual
events,
and
changes
in
the
quality
or
dividend
stream
of
third parties
securities and other investment vehicles in which we have invested our
assets, as well as other risks described from time to time in
our filings with the Securities and Exchange Commission. |
FARMER BROTHERS
OVERVIEW 3
Leading manufacturer, wholesaler and distributor
of coffee, tea and culinary products
Founded in 1912
Today, the countrys largest direct store delivery
(DSD) coffee company
Differentiated business model
Most complete local, regional and national DSD
network in the coffee industry
Unique low cost production capabilities
Unparalleled distribution network serving multiple
segments of foodservice and retail channels
Experienced and motivated management team
Significant experience across consumer branded,
packaged good and beverage companies
FY11 Revenue -
$464M |
FARMER BROTHERS
KEY INVESTMENT HIGHLIGHTS 4
A recognized leader in both premium and cost competitive
product offerings
Product Offering
Leading national direct delivery footprint
National
Coverage
Opportunities to continue to realize synergies from the recent
acquisitions
Acquisition
Synergies
State of the art development and production capabilities
Technical
Expertise
Leverage customer base of 63,000 and one of the most
experienced sales, marketing and operations teams in the industry
Market Position |
COFFEE AND TEA
MARKETS CONTINUE TO GROW 5
1
Mintel
Coffee
&
Tea
(2010);
2
National
Coffee
Association
Trends
Report
(2011);
3
New
York
Times
(July
2011) |
Division
Description
Farmer Brothers roasts and distributes coffee, tea and culinary
solutions such as spices, soup bases and salad dressings through
direct store delivery and broad line distribution.
Coffee Bean International, an independent, wholly-owned
subsidiary of Farmer Brothers, is one of the nations leading
specialty coffee roasters, focusing on private brand retail programs.
Custom Coffee Plan is a division of Farmer Bros. Co., an established
leader in coffee service supplying business and hospitality venues
within its operating regions.
Spice Products Company is an industrial spice ingredients supplier
which brings the highest levels of quality and consistency to the
foodservice and industrial food manufacturing industries.
6
DIVERSIFIED BUSINESS MODEL TO TAKE ADVANTAGE OF
GROWING INDUSTRY |
NATIONWIDE
DISTRIBUTION NETWORK 7
Total facility square footage exceeds 1.5 million square feet
6 distribution centers and 114 branch warehouses
Approximately 500 routes servicing 63,000 customers |
OUR COFFEE
BUSINESS TRANSITION 8
TODAY
Traditional, Premium & Specialty Coffees
PRE 2007
Only Traditional Coffee
Three roasting facilities; DSD distribution in 48 states
West Coast primarily
Multiple brands:
Farmer Brothers
Superior
Coffee Bean International
Panache
One brand: Farmer Brothers
Prebica
Cains
Metropolitan
2010 Vendor of the Year for both Sheetz, Inc. &
Target Corporation
Known primarily for
supplying small operators
Industry leading coffee development lab and green
coffee purchasing capabilities
Basic coffee resources
High Touch Customer Service Strategy Since 1912 |
9
FARM 5 KEY POINTS OF DIFFERENTIATION
Product
-
Our products include coffee and tea,
along with a diverse selection of culinary
products and other hot and cold beverages.
Delivery -
Nearly 3 million square miles of direct
and multi-channel distribution.
Service -
Our high touch service model allows
63,000 foodservice customers to operate their
business more efficiently.
Equipment -
We own and operate responsive
nationwide equipment service coverage
24/7/365.
Procurement -
Deep, long lasting connections in
coffee, tea and spices, combined with strong co-
packing supplier partnerships in our other
categories
Procurement |
QUALITY
EXECUTION AT ALL TIERS Using small batch, large batch and continuous roasting
processes in parallel,
we achieve exceptional consistency and quality control over multiple tiers.
10 |
PRODUCTION
CAPABILITIES TORRANCE
1
HOUSTON
PORTLAND
11
coffee, spices
coffee, tea
coffee
1
Headquarters
Capacity Utilization Currently at 50 to 60% |
NATIONAL
ACCOUNT APPEAL 12
Broad selection of consistently high quality products and
services
Customization capabilities to support individual programs
National direct delivery distribution coverage
Responsive equipment service model with 24hr support
Comprehensive partnership model, including
Brand development / strategy
Coffee / tea market expertise and consumer insight trends
Strategic commodity cost management programs |
WE SELL MORE
THAN JUST COFFEE Our broad array of products provide diverse menu solutions for our
customers 13 |
SIGNIFICANT
CONSUMER ACCOUNTS 14 |
PRIVATE LABEL,
WITH ADDED VALUE 15
Accounts for approximately 15% of sales |
MAJOR WINS /
RECENT WINS 16 |
FARMER
BROTHERS' GROWTH STRATEGY 17
Increase synergies from the recent acquisitions of Coffee Bean
International and Sara Lee
Grow all tiers of Foodservice business
leveraging our competitive
advantages:
Low cost producer with available roasting capacity
Unparalleled coffee and allied products distribution network
Customer
service
excellence
high
touch,
expert
capability
The most complete local, regional and national DSD network in the coffee
industry
Grow average order size and improve gross margin by focusing on
the following product categories:
Continue to grow national accounts business by leveraging our
differentiated partnership model
Specialty coffee
Iced coffee
Iced Tea
Cappuccino mix
Culinary products |
SR. MANAGEMENT
TEAM/KEY SALES LEADERS 18
Name
Title
Prior Experience
Jeffrey Wahba
Interim Co-CEO, CFO and Treasurer
Patrick Criteser
Interim Co-CEO, President and CEO CBI
Mark Harding
Sr. VP of Operations
Larry Garrett
General Counsel
Hortensia Gomez
VP, Controller and Assistant Treasurer
Joe Prewett
VP of Marketing
Steve Heyman
VP of Sales
Tom Mortensen
VP of Field Operations -
West
Bryan Csehi
VP of Field Operations
East
Jay Wilkins
SVP National Accounts -
CBI |
FINANCIAL
OVERVIEW |
RECENT
OPPORTUNITIES AND CHALLENGES 20
Coffee commodity market more than doubled from July 2010 to May 2011 but is
currently about 20% below its 2011 highs
Farmer Brothers increased its prices to cover the cost increase but like its
competitors lagged behind the rapid run-up in costs
Commodity costs have retreated more recently providing margin opportunities
and the Company has locked in
some of its future purchases which will provide
more margin stability going forward |
KEY 2011
EXECUTED INITIATIVES 21
Aligned organization to meet current economic needs
reduced headcount by 10%
while focusing resources on local markets
Significantly reduced operating expenses as a result of integration efforts
current
run rate down more than 15% year over year
Despite unfavorable external factors, increased top line by 3% and grew National
Account business by 20%
Took necessary pricing actions to maintain $/lb. margins
Instituted a comprehensive hedging strategy to help smooth the impact of the
recently volatile coffee markets
Increased product breadth, technical expertise and marketing and
sales capabilities
leading to substantial increases in revenue per customer |
5 YEAR REVENUE
GROWTH TREND 22
CBI acquisition
April 2007; Sara Lee DSD acquisition
February 2009 |
FY11 ADJUSTED
EBITDAE RECONCILIATION 23
LIFO accounting impact of $40.3M in FY11
Adjusted EBITDAE -
$18.0M, $21.1M better than 2010
1
First full year after Sara Lee DSD Coffee and Tea acquisition; one time costs related to
integration efforts included |
Q1 FINANCIAL
PERFORMANCE FY12 VS. FY11 24
Q1
quarter ending September 30. |
STRONG BALANCE
SHEET WITH A FOCUS ON ASSET MANAGEMENT
25
Inventory -
includes LIFO reserve of $70.0 million
PP&E -
includes over 50 owned properties
(In millions)
September 30, 2011
Cash and Cash Equivalents
4.6
Short-Term Investments
16.2
Accounts
and Notes Receivable 44.6
Inventories
83.4
Other
Current Assets 2.4
Net PP&E
108.7
Other Assets
18.1
Total
Assets 277.9
Total Liabilities
excluding Credit Facility 123.2
Credit
Facility 33.4
Stockholders' Equity
121.3
Total Liabilities and
Stockholders' Equity 277.9
|
INVESTMENT
HIGHLIGHTS 26
A recognized leader in both premium and cost competitive
product offerings
Product Offering
Leading national direct delivery footprint
National Coverage
Opportunities to continue to realize synergies from the recent
acquisitions
Acquisition
Synergies
State of the art development and production capabilities
Technical
Expertise
Leverage customer base of 63,000 and one of the most
experienced sales, marketing and operations teams in the industry
Market Position |
NASDAQ:
FARM |
Exhibit 99.2
Non-GAAP Financial Measures
In addition to net income (loss) determined in accordance with United States Generally Accepted Accounting Principles (GAAP), the Company uses certain non-GAAP financial measures, such as EBITDAE and Adjusted EBITDAE, in assessing its operating performance. The Company believes that these non-GAAP measures serve as appropriate measures to be used in evaluating the performance of its business.
The Company defines EBITDAE as net income (loss) excluding the impact of income taxes, interest expense, depreciation and amortization expense, employee stock ownership plan (ESOP) and share-based compensation expense, non-cash impairment losses, and net gains and losses from derivatives and investment portfolio. The Company defines Adjusted EBITDAE as EBITDAE excluding the impact of LIFO charge or credit. The Company believes that the use of the LIFO method of inventory valuation for coffee, tea and culinary products results in better matching of costs and revenues. EBITDAE and Adjusted EBITDAE as defined by the Company may not be comparable to similarly titled measures reported by other companies. The Company does not intend for non-GAAP financial measures to be considered in isolation or as a substitute for other measures prepared in accordance with GAAP.
Set forth below is a reconciliation of reported net loss to EBITDAE and Adjusted EBITDAE:
Year Ended June 30, | ||||||||||||
2009 | 2010 | 2011 | ||||||||||
(In thousands) | ||||||||||||
Net loss, as reported |
$ | (33,270 | ) | $ | (23,953 | ) | $ | (54,317 | ) | |||
Income tax expense (benefit) |
14,283 | (2,529 | ) | (9,167 | ) | |||||||
Interest expense |
335 | 986 | 1,965 | |||||||||
Depreciation and amortization expense |
18,292 | 26,778 | 31,758 | |||||||||
ESOP and stock-based compensation expense |
5,452 | 4,784 | 3,825 | |||||||||
Intangible assets impairment losses |
| | 7,805 | |||||||||
Investment portfolio losses (gains) |
8,248 | (10,169 | ) | (4,191 | ) | |||||||
|
|
|
|
|
|
|||||||
EBITDAE |
$ | 13,340 | $ | (4,103 | ) | $ | (22,322 | ) | ||||
LIFO (credit) charge net of taxes of zero* |
(13 | ) | 1,033 | 40,317 | ||||||||
|
|
|
|
|
|
|||||||
Adjusted EBITDAE |
$ | 13,327 | $ | (3,070 | ) | $ | 17,995 | |||||
|
|
|
|
|
|
* | LIFO (credit) charge had no impact on income tax (benefit) expense since the Company has recorded a 100% valuation allowance against deferred tax assets. |
Set forth below is a reconciliation of reported net loss to EBITDAE and Adjusted EBITDAE (in thousands):
Three Months Ended September 30, |
||||||||
2010 | 2011 | |||||||
Net loss, as reported |
$ | (9,873 | ) | $ | (7,584 | ) | ||
Income tax expense |
361 | 346 | ||||||
Interest expense |
402 | 575 | ||||||
Depreciation and amortization expense |
7,461 | 7,923 | ||||||
ESOP and share-based compensation expense |
1,078 | 790 | ||||||
Net loss (gain) from derivatives and investment portfolio |
(1,897 | ) | 2,621 | |||||
|
|
|
|
|||||
EBITDAE |
$ | (2,468 | ) | $ | 4,671 | |||
LIFO charge, net of taxes of zero(1) (2) |
3,595 | 6,660 | ||||||
|
|
|
|
|||||
Adjusted EBITDAE |
$ | 1,127 | $ | 11,331 | ||||
|
|
|
|
(1) | LIFO charge had no impact on income tax benefit since the Company has recorded a 100% valuation allowance against deferred tax assets. |
(2) | Actual valuation of inventory under the LIFO method is made only at the end of each fiscal year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations must necessarily be based on managements estimates of expected fiscal year-end inventory levels and costs. Because these estimates are subject to many forces beyond managements control, interim results are subject to the final fiscal year-end LIFO inventory valuation. |